Common use of Mergers, Reorganizations, Etc Clause in Contracts

Mergers, Reorganizations, Etc. In the event of a merger, consolidation or plan of exchange to which the Company is a party or a sale of all or substantially all of the Company’s assets (each, a “Transaction”), the Board of Directors shall, in its sole discretion and to the extent possible under the structure of the Transaction, select one of the following alternatives for treating the Option: 4.2-1 The Option shall remain in. effect in accordance with their terms. If the stockholders of the Company receive capital stock of another corporation (“Exchange Stock”) in exchange for their shares of Class A Common Stock in any Transaction, all options granted hereunder shall be converted into options to purchase shares of Exchange Stock. The amount and price of converted options shall be determined by adjusting the amount and price of the options granted hereunder in the same proportion as used for determining the number of shares of Exchange Stock the holders of the Class A Common Stock receive in such Transaction. Unless otherwise determine by the Board of Directors, the converted options shall be vested only to the extent that the vesting requirements relating to options granted hereunder have been satisfied. 4.2-2 If the stockholders of the Company receive Exchange Stock in exchange for their shares of Class A Common Stock in any Transaction, the Option shall be converted into an option to purchase shares of Exchange Stock. The amount and price of the converted option shall be determined by adjusting the amount and price of the Option in the same proportion as used for determining the number of shares of Exchange Stock the holders of the Class A Common Stock receive in such Transaction. Unless otherwise determined by the Board of Directors, the converted options shall be vested only to the extent that the vesting requirements relating to the Option has been satisfied. 4.2-3 The Board of Directors may provide a 30-day period prior to the consummation of the Transaction during which the Optionee shall have the right to exercise the Option to the extent then exercisable and upon the expiration of which 30-day period the Option shall immediately terminate.